In the matter of Monsanto Company,
respondent.
Assurance of discontinuance pursuant to executive law § 63(15).
New York, NY, Nov.

ATTORNEY GENERAL OF THE STATE OF NEW YORK
CONSUMER FRAUDS AND PROTECTION BUREAU
ENVIRONMENTAL PROTECTION BUREAU
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In the Matter of :
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MONSANTO COMPANY, :
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Respondent. :
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ASSURANCE OF DISCONTINUANCE
PURSUANT TO EXECUTIVE LAW § 63(15)

Pursuant to the provisions of Executive Law § 63(12), DENNIS
C. VACCO, Attorney General of the State of New York, has investigated certain
advertising practices of Monsanto Company ("Monsanto"), and based upon
such inquiry, the Attorney General finds:

A. Monsanto is a foreign corporation engaged, interalia,
in the manufacture, formulation, distribution and sale of pesticide products.
Monsanto's principal place of business is 800 N. Lindbergh Boulevard, St. Louis,
Missouri 63167.

B. Monsanto advertises and sells its pesticide products
throughout the United States, including New York State.

Advertising Practices

C. Monsanto advertises its pesticide products in broadcast
and print media, including television, radio, magazines, brochures, and at
point-of-purchase displays.

D. In its advertisements, Monsanto has made claims regarding
the safety of some of its pesticide products. Samples of these advertisements
are attached as Exhibits A-J.

E. For example, in some of its advertisements, Monsanto made
the following claims about the human and environmental safety of its
glyphosate-containing pesticide products:

a) Remember that environmentally friendly Roundup
herbicide is biodegradable. It won't build up in the soil so you can use
Roundup with confidence along customers' driveways, sidewalks and fences ...

See Exhibit A.

b) And remember that Roundup is biodegradable and won't
build up in the soil. That will give you the environmental confidence you
need to use Roundup everywhere you've got a weed, brush, edging or trimming
problem.

See Exhibit B.

c) Roundup --- biodegrades into naturally occurring
elements.

See Exhibit C.

d) Remember that versatile Roundup herbicide stays where
you put it. That means there's no washing or leaching to harm customers'
shrubs or other desirable vegetation.

See Exhibit D.

e) This non-residual herbicide will not wash or leach in
the soil. It ... stays where you apply it.

See Exhibit E.

f) You can apply Accord with ... confidence because it
will stay where you put it ... it bonds tightly to soil particles,
preventing leaching. Then, soon after application, soil microorganisms
biodegrade Accord into natural products.

See Exhibit F.

g) Glyphosate is less toxic to rats than table salt
following acute oral ingestion.

See Exhibit G.

h) Glyphosate's safety margin is much greater than
required. It has over a 1,000-fold safety margin in food and over a 700-fold
safety margin for workers who manufacture it or use it.

See Exhibit H.

i) You can feel good about using herbicides by Monsanto.
They carry a toxicity category rating of 'practically non-toxic' as it
pertains to mammals, birds and fish.

See Exhibit I.

j) "Roundup can be used where kids and pets'll play
and breaks down into natural material." This ad depicts a person with
his head in the ground and a pet dog standing in an area which has been
treated with Roundup.

See Exhibit J.

F. Based on his investigation, the Attorney General believes
that Monsanto's advertising represents, directly and by implication, that:

a) Monsanto's glyphosate-containing pesticide products
and the components thereof are safe and will not cause any harmful effects
to people or the environment.

b) Monsanto's glyphosate-containing pesticide products
and the components thereof are safe because they will quickly break down
into natural substances.

c) Monsanto's glyphosate-containing pesticide products
and the components thereof stay where they are applied and will not move
through the environment by any means.

d) Monsanto's glyphosate-containing pesticide products
and the components thereof are good for the environment.

e) Monsanto's glyphosate-containing pesticide products
and the components thereof are less toxic than certain common household
products.

f) The characterization of Monsanto's
glyphosate-containing pesticide products and the components thereof as
practically non-toxic implies broad application to all potential toxic
effects (acute and chronic).

g) The characteristics of Monsanto's
glyphosate-containing pesticide products can be adequately described by the
characteristics of glyphosate alone.

G. The Attorney General finds that the representations set
forth in paragraphs E and F above constitute false and misleading advertising.

H. The pesticides manufactured, formulated, or distributed by
respondent are regulated under the Federal Insecticide, Fungicide and
Rodenticide Act ("FIFRA").

I. FIFRA requires that all pesticides be registered with the
Environmental Protection Agency ("EPA") prior to their distribution,
sale or use, except as described by the Act.

J. Because all pesticides are toxic at least to some degree,
to plants or animals (including humans), EPA requires as part of the
registration process, among other things, a variety of tests to evaluate the
potential for exposure to pesticides, and their toxicity to people, other
potential non-target organisms and other adverse effects on the environment.

K. Registration by EPA, however, is not an assurance or
finding of safety because the determination which the Agency must make in
registering or re-registering a product is not that the product is
"safe," but rather that use of the product in accordance with its
label directions "will not generally cause unreasonable adverse effects on
the environment." 7 U.S.C. § 136a(c)(5)(D).

L. FIFRA defines "unreasonable adverse effects on the
environment" to mean "any unreasonable risk to man or the environment,
taking into account the economic, social, and environmental costs and benefits
of the use of any pesticide." 7 U.S.C. § 136(bb). FIFRA thus calls on EPA
to make a risk/benefit analysis in determining whether a registration should be
granted (or allowed to continue).

M. The pesticide products distributed, sold, or manufactured
by Monsanto have been registered with the EPA and New York State.

N. The data necessary for registration has changed over time.
Therefore, pesticide products originally registered some years ago may not have
been subjected to the full battery of tests now required for new products.

O. FIFRA generally requires that the health and safety
testing of pesticide products be conducted by the registrant. The data produced
by the registrants must be submitted to EPA for review and evaluation. EPA has
issued protocols for how the tests are to be conducted and has specified
laboratory practices which should be followed in conducting such tests.

P. An evaluation of each pesticide product distributed, sold,
or manufactured by Monsanto was completed at the time that product was initially
registered. EPA is now in the process of re-evaluating all pesticide products
through a process required by Congress called "re-registration." In
order to re-evaluate these pesticides, EPA is demanding the completion of
additional tests and the submission of data for review and evaluation by EPA.
EPA's re-registration effort is now completed for glyphosate, the active
ingredient in Roundup and Accord. The claims which constitute the subject of
this agreement were made prior to the completion of this re-registration
process.

Q. Monsanto's absolute claims that Roundup "will not
wash or leach in the soil" is not accurate because glyphosate, the active
ingredient, may move through some types of soil under some conditions after
application, in particular, soil particles with glyphosate bound to them can
"wash" through or over soils.

R. Monsanto's absolute claim that its Accord (and Roundup)
herbicide "stays where you put it" is not accurate for the same
reasons set forth in paragraph Q above.

S. Monsanto's claims contradict the following statements
required on the EPA-approved label for Roundup at the time the claims were made:

ENVIRONMENTAL HAZARDS

Avoid direct application to any body of water. Do not
contaminate water by disposal of waste or cleaning of equipment.

AVOID DRIFT, EXTREME CARE MUST BE USED WHEN APPLYING THIS
PRODUCT TO PREVENT INJURY TO DESIRABLE PLANTS AND CROPS.

Do not allow the herbicide solution to mist, drip, drift,
or splash onto desirable vegetation since minute quantities of this
herbicide can cause severe damage or destruction to the crop, plants, or
other areas on which treatment was not intended.

T. Similarly, the EPA-approved label for Accord, another
glyphosate-containing product, contained the following statements at the time
Monsanto's claims were made:

Environmental Hazards

Do not contaminate water by disposal of waste or cleaning
of equipment.

In case of SPILL or LEAK, soak up and remove to a
landfill.

ENDANGERED SPECIES RESTRICTIONS

Before using this product in forests in a county listed
below, you must contact the Endangered Species Specialist in the
Regional/Field Office of the U.S. Fish and Wildlife Service (FWS) indicated
below.

V. Under FIFRA it is unlawful, among other things, to
distribute, sell, or offer for sale:

(B) any registered pesticide if any claims made for it as
a part of its distribution or sale substantially differ from any claims made
for it as a part of the statement required in connection with its
registration under section 136a of this title.

7 U.S.C. § 136j(a)(1).

W. The Attorney General finds that as set forth in paragraphs
E, F, S, and T above, Monsanto's claims constitute a violation of FIFRA, 7
U.S.C. § 136j(a)(1)(B).

Violations of State Law

X. General Business Law (GBL) § 350 prohibits false and
misleading advertising in New York State.

Y. The Attorney General finds that by reason of the
foregoing, Monsanto has engaged in false and misleading advertising in violation
of GBL § 350.

Z. The Attorney General finds that the foregoing constitutes
repeated and persistent illegal conduct within the meaning of Executive Law §
63(12).

IT NOW appears that Monsanto is willing to enter into this
Assurance of Discontinuance. Monsanto does not necessarily agree with the
Attorney General's findings of fact or legal conclusions and does not admit that
it has violated any federal, state or local law, code or regulation. Monsanto is
willing to execute this Assurance for settlement purposes only. The Attorney
General is now willing to accept this Assurance of Discontinuance pursuant to
Executive Law § 63(15), in lieu of commencing a statutory proceeding.

RELIEF

IT IS HEREBY AGREED by Monsanto, its subsidiaries, its
agents, assigns, successors (including purchasers of product lines), employees,
officers and any other individuals or entities through whom it may act
(collectively referred to as "Monsanto") that:

1. Monsanto will immediately cease and desist from making any
of the specific statements contained in paragraph E above, except to the extent
that such statements are not prohibited by paragraph 3 herein.

2. Monsanto will immediately inform, in writing, its
distributors and any retailers to whom it directly provides advertising
materials in New York State that they are to immediately cease and desist from
disseminating any advertising materials that contain any of the statements
contained in paragraph E above and/or that in any way violate the terms of this
Assurance. Monsanto will, in the same written notification 1) inform its
distributors and retailers that Monsanto will, at its expense, remove or destroy
any such noncomplying materials, and 2) inform the distributor(s) and
retailers(s) that its failure to fully comply with this directive will result in
Monsanto taking immediate action to terminate any and all contracts with the
independent distributors and/or retailers.

3. Monsanto will immediately cease and desist from publishing
or broadcasting any advertisements that represent, directly or by implication,
that:

a) its glyphosate-containing pesticide products or any
component thereof are safe, non-toxic, harmless or free from risk. Nothing
in this subparagraph shall preclude Monsanto from making representations
regarding the degree and type of risk associated with its pesticide products
provided that Monsanto has evidence to substantiate the representations.
Such substantiation, to be submitted, upon request, under paragraph 5 of the
Relief Section herein, shall include the identification of the sorts of
hazards (i.e. acute and/or chronic toxicity) and exposure (i.e. route,
duration and magnitude) considered. Monsanto shall not make any such
representation if it is inconsistent with any portion of the statement
required as part of the EPA registration process for that pesticide and as
such statement may be subsequently amended;

b) its glyphosate-containing pesticide products or any
component thereof manufactured, formulated, distributed or sold by Monsanto
are biodegradable, unless Monsanto can substantiate pursuant to paragraph 5
of the Relief Section herein that the entire product will completely break
down into elements found in nature within a reasonably short period of time,
consistent with the Federal Trade Commission Guidelines ("FTC
Guidelines") on Environmental Marketing Claims. Provided, however, that
Monsanto may make qualified biodegradation claims if in compliance with
FIFRA, its implementing regulations and FTC Guidelines. Further, provided
that nothing in this paragraph shall preclude Monsanto from discussing or
explaining the degradation process as long as that discussion or explanation
is qualified by a statement of the timeframe for that process, and Monsanto
can substantiate such claims pursuant to paragraph 5 of the Relief Section
herein;

c) its glyphosate-containing pesticide products or any
component thereof stay where they are applied under all circumstances and
will not move through the environment by any means. Nothing in this
subparagraph shall preclude Monsanto from making representations as to the
likelihood of its glyphosate-containing products moving through various
types of soil, the likelihood of its glyphosate-containing products leaching
into groundwater, or that its glyphosate-containing products will not affect
nearby vegetation as a result of movement in or on soil, provided that
Monsanto has evidence to substantiate such representations as required
pursuant to paragraph 5 of the Relief Section herein;

d) its glyphosate-containing pesticide products or any
component thereof are "good" for the environment or are
"known for their environmental characteristics." Nothing in this
subparagraph shall preclude Monsanto from making representations, or giving
examples, that its glyphosate-containing products may be used in specific
instances to benefit the environment or may have "favorable
environmental characteristics" in certain situations, provided that the
specific circumstances under which these statements may be true are
explained or described in the text and Monsanto has evidence to substantiate
such representations as required in subparagraph (a) above;

e) glyphosate-containing pesticide products or any
component thereof are safer or less toxic than common consumer products
other than herbicides;

f) its glyphosate-containing products or any component
thereof might be classified as "practically non-toxic." Nothing in
this subparagraph shall prohibit Monsanto from making qualified
representations or claims regarding technically-defined categories such as
"practically non-toxic" or "slightly toxic" if (1)
Monsanto possesses and relies upon scientifically-accepted testing
substantiating the representation or claim; and (2) the representation or
claim is qualified to identify (a) the toxic effect(s) actually evaluated in
such testing; (b) the exposure route(s) actually evaluated in such testing;
and (c) the animals tested. Monsanto shall not make any such representation
if it is inconsistent with any portion of the statement required as part of
the EPA registration process for that pesticide and as such statement may be
subsequently amended;

g) to the extent that any representations are based on
data for individual components (e.g., the active ingredient), rather
than for mixtures (formulated product) as applied, such representations must
be clear as to whether the claim is being made for the active ingredient or
for the product.

h) Notwithstanding any of the restrictions or limitations
contained in this paragraph, nothing in this paragraph shall preclude or
prohibit Monsanto from making claims for any of its pesticide products in
advertisements when such claims have been approved by EPA for use on the
label of such pesticide products, provided such claims as presented in
advertising are not false or misleading in such context.

i) If a New York State court or the New York State
Legislature determines that standards of advertising under New York law are
less stringent than those contained herein, or if any prohibitions or
limitations contained in this paragraph are modified or superseded by any
revisions to FIFRA and/or its implementing regulations which are
inconsistent with the restrictions contained in this paragraph, Monsanto may
request that the Attorney General modify the terms of this Assurance of
Discontinuance. Likewise, if as a result of a conciliation or administrative
action, the Attorney General adopts standards of advertising which are less
stringent that those contained herein, Monsanto may request that the
Attorney General modify the terms of this Assurance of Discontinuance. If
the Attorney General finds that the standards have changed, he shall consent
to a modification.

4. Within 60 days from the date of execution of this
Assurance, Monsanto will file an affidavit with the Attorney General of New York
detailing its compliance with the terms of this Assurance.

5. Monsanto agrees to maintain each advertisement
disseminated in New York for its pesticide products for two years after the last
date of dissemination, publication, or broadcast, of the advertisements in New
York and to provide copies of all such advertisements to the Attorney General
following receipt of a written request. In addition, Monsanto agrees to provide
substantiation for any claims that are the subject of the relief section herein
and that are contained in any of its advertisements disseminated in New York and
which the Attorney General requests in writing. Such substantiation shall be
presented to the Attorney General following receipt of a written request. This
paragraph in no way precludes the Attorney General from asserting any rights he
may otherwise have under the law.

6. Upon the execution of this Assurance of Discontinuance,
Monsanto shall pay to the Attorney General $50,000 in costs.

7. The acceptance of this Assurance by the Attorney General
shall not be deemed approval by the Attorney General of any of Monsanto's
pesticide advertising or business practices, and Monsanto shall not make any
representations to the contrary.

8. Acceptance of this Assurance by the Attorney General shall
constitute satisfaction of any claims which could have been brought as of the
date of such acceptance regarding Monsanto's pesticide advertising in New York.

9. Nothing contained herein shall be deemed to relieve
Monsanto of any obligations which were assumed by companies, corporations,
entities and/or partnerships, which were Monsanto's predecessors-in-interest,
under any contracts, agreements, Assurances of Discontinuances, or Stipulations
entered into with the New York State Attorney General's Office.

10. Nothing contained herein shall be construed so as to
deprive any person of any private right under the law.

WHEREFORE, the following signatures are affixed hereto as of
the day of , 1996.

Assistant Attorney General Assistant Attorney General
In Charge In Charge

STATE OF )
) SS.:
COUNTY OF )

On this day of , 1996, before me personally appeared , known
to me to be the person who executed the foregoing Assurance of Discontinuance
and acknowledged that he, being duly sworn, did depose and say that he is the
Chief Operating Officer of Monsanto Company, and that he executed the foregoing
Assurance of Discontinuance as an officer of Monsanto, with the consent and
authority of said corporation.